h. Provisions and contingencies

A provision is recognized if, as a result of a past event, the group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation.

Provisions for onerous contracts are recognized when the expected benefits to be derived by the
Company from a contract are lower than the unavoidable costs of meeting the future obligations

under the contract.

A disclosure for contingent liabilities is made where there is a possible obligation or a present
obligation that may probably not require an outflow of resources or an obligation for which the future
outcome cannot be ascertained with reasonable certainty. When there is a possible or a present
obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.

i. Earning per share

Basic EPS is arrived at based on net profit after tax available to equity shareholders to the weighted
average number of equity shares outstanding during the year.

The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of
potential dilutive equity shares unless impact is anti-dilutive.

j. Cash and cash equivalents

Cash and Cash equivalents include cash and Cheque in hand, bank balances, demand deposits with
banks and other short-term highly liquid investments that are readily convertible to known amounts of
cash & which are subject to an insignificant risk of changes in value. Where original maturity is three
months or less.

k. Cash flow statement

Cash flows are reported using the indirect method where by the profit before tax is adjusted for the
effect of the transactions of a non-cash nature, any deferrals or accruals of past and future operating
cash receipts or payments and items of income or expenses associated with investing or financing
cash flows. The cash flows from operating, investing and financing activities of the company are
segregated.

l. Use of estimates and judgements

The estimates and judgments used in the preparation of the financial statements are continuously
evaluated by the Company and are based on historical experience and various other assumptions
and factors (including expectations of future events) that the Company believes to be reasonable
under the existing circumstances. Differences between actual results and estimates are recognized in
the period in which the results are known/materialized.

The said estimates are based on the facts and events, that existed as at the reporting date, or that
occurred after that date but provide additional evidence about conditions existing as at the reporting
date

The above policies were followed to the extent wherever applicable. Subsequently there were no
activities carried, hence there is no specific requirement for adherence of accounting policies.
However, there is no specific information relating to any change of policies due to loss of key
managerial personnel in accounts as well as finance department.

m. Recent pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year
ended March 31, 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind
AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April
01, 2024. The Company has reviewed the new pronouncements and based on its evaluation has
determined that it does not have any significant impact in its financial statements, standards or
amendments to the existing standards applicable to the Company.

n. Non-current assets (or disposal groups) held for sale and discontinued operations:

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through continuing use and a sale is
considered highly probable. They are measured at the lower of the carrying amount and the fair value
less cost to sell. An impairment loss is recognized for any initial or subsequent write-down of the asset
(or disposal group) to fair value less costs to sell. A gain is recognized for any subsequent increases
in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative
impairment loss previously recognized. A gain or loss not previously recognized by the date of the
sale of the non-current asset (or disposal group) is recognized at the date of de-recognition. Non¬
current assets (including those that are part of a disposal group) are not depreciated or amortized
while they are classified as held for sale. Non-current assets (or disposal group) classified as held for
sale are presented separately in the balance sheet. Any profit or loss arising from the sale or
measurement of discontinued operations is presented as part of a single line item in statement of
profit and loss.

Critical estimates and judgment in applying accounting policies

The management believes that the estimates used in preparation of the financial statements are
prudent and reasonable. Information about estimates and judgments made in applying accounting

policies that have the most significant effect on the amounts recognized in the financial statements
are as follows:

i) Provisions and contingencies

A provision is recognized if, as a result of a past event, the group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation.

Provisions for onerous contracts are recognized when the expected benefits to be derived by the
Company from a contract are lower than the unavoidable costs of meeting the future obligations
under the contract.

A disclosure for contingent liabilities is made where there is a possible obligation or a present
obligation that may probably not require an outflow of resources or an obligation for which the future
outcome cannot be ascertained with reasonable certainty. When there is a possible or a present
obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.

ii) Accounting policy on taxation

In preparing financial statements, the Company recognizes income taxes of the jurisdiction in which it
operates. There are certain transactions and calculations for which the ultimate tax determination is
uncertain. The Company recognizes liabilities for anticipated tax issues based on estimates of
whether additional taxes will be due. The uncertain tax positions are measured at the amount
expected to be paid to taxation authorities when the Company determines that the probable outflow of
economic resources will occur. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the current and deferred income tax
assets and liabilities in the period in which such determination is made.

iii) Fair value measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance
sheet date.

Fair value is the price that would be received to sell an asset or to settle a liability in an ordinary
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or to settle a liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the company.

The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

The company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that
is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 — other techniques for which all input which have a significant effect on the recorded fair
value are observable, either directly or indirectly.

Level 3 — Inputs which are not based on observable market data

NATURE AND PURPOSE OF RESERVES
Capital reserve

Capital reserve was created under the previous GAAP (Indian GAAP) out of the profit earned from a specific
transaction of capital nature. Capital reserve is not available for the distribution to the shareholders.

Securities premium

Securities premium includes premium on issue of shares. It will be utilized in accordance with the provisions of
the Companies Act, 2013.

Other Comprehensive Income

The Company has elected to recognize changes in the fair value of certain investments in equity securities in
other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve
within equity.

Retained Earnings

Represents surplus/(deficit) in statement of Profit and Loss.

27. Pending Litigation - Various cases filed against the company

Various cases relating to labour, excise, custom, income tax and PF/ESI matters have been filed against
the Company during the normal course of business, which are insignificant to affect the existence of the
Company in the opinion of the management.

Labour -

The Hon'ble High Court of Gujarat vide its order pronounced on January 11, 2021 has disposed the
Letters Patent Appeals No. 948/2015 and allied LPA's and Civil Applications in terms of the Consent
Terms entered between The Baroda Rayon Corporation Limited and Baroda Rayon Employee's Ekta
Union.

However aggrieved by the said order, some workmen challenged the same in Hon'ble Supreme Court of
India. The apex court vide order dated January 03, 2022 has disposed of the matter. Thereafter the
aggrieved workmen had approached the Labour Court, Surat and the matter is pending. Further company
had made provision of dues amounting to ? 1407.16 lakh in books of accounts as per norms of settlement
during the year 2021-22.

Excise -

Payment of Excise Duty disputed by the Company in respect of CENVAT utilization of: Input & Capital
Goods Matters ? 4449.29 lakh (Principal amount of 1880.88 lakh and penalty and fine of
? 2568.41 lakh) (Previous Year ? 4449.29 lakh). Final hearing was held on March 22, 2023 and order was
pronounced on May 29, 2023 and remand back to Excise Department for re- examine. As a general rule,
when the matter is remanded back to Department, the disputed amount is treated as NIL. Matter is still
pending.

Custom -

Customs, Excise & Service Tax Appellate Tribunal, Ahmedabad vide its order dated January 31, 2022 has
allowed the company to re-export the warehoused goods without payment of duty/fine/penalty if any.
Regarding interest on Excise duty, company had requested to BIFR for waiver of interest, fine and penalty
on duty for default period and it is also mentioned in circulated MDRS dated October 13, 2015. However
Commissioner of Custom, Ahmedabad had not allowed the permission of re-export and therefore
company had filed Special Civil Application (SCA) before Hon'ble High Court of Gujarat and the
company's SCA was dismissed on January 02, 2023. Aggrieved by the impugned order, company had
filled Special Leave Petition (Civil) with the Hon'ble Supreme Court of India which was admitted vide order
dated May 09, 2023.

In this regard, we wish to inform that the Hon'ble Supreme Court of India has vide its order dated July 15,
2024 (Interlocutory Application in SLP) granted permission to export the warehoused goods/machineries,
which are the subject matter of the Special Leave Petition (Civil), subject to the proceeds of the said
export being deposited before the Registry of this Court within a period of two weeks from the date of the
receipt of the proceeds of the said export sale.

On such deposit being made, the Registry shall transmit the same in an interest bearing Fixed Deposit
Account in a nationalised bank offering highest rate of interest initially for a period of six months on auto¬
renewal basis. The Interlocutory application stands disposed of. However, the above referred Special
Leave Petition (Civil) filed by the company at the Hon'ble Supreme Court of India is still pending.

Income Tax -

Income tax department raised a demand notice under Section 147 read with Section 144B of the Income
Tax Act, 1961 of ? 809.43 lakh for AY 2014-15 vide assessment order dated March 26, 2022. Aggrieved
by the said demand, company had filled grievance two times against the said demand stating that with the
available brought forward losses, the department has not considered the carried forward losses against
the income determined under Section 68 of the Income Tax Act, 1961. Further the department raised
demand notice under Section 271(1)(c) of the Income Tax Act, 1961, for a penalty of ? 412.98 lakh. The
matter is now pending at Income Tax Appellate Tribunal (ITAT), Mumbai. Company has not made any
provision in this matter in view of already available Carried forwarded losses.

Company had received an Appellate order dated December 28, 2023 from Commissioner of Income-tax
(Appeals), National Faceless Assessment Centre ('AO'), Delhi under section 250(6) of Income Tax Act,
1961 stating -

Ground 1 -

Appeal dismissed for unexplained cash credits u/s 68 of Income Tax Act, 1961 for ? 1215 lakh for FY
2013-14.

Ground 2 -

Appeal partly allowed by directing AO to examine the contention of the Appellant by giving adequate
opportunity of being heard that there are brought forward losses in its case which are eligible for set off.

The Company has filled appeal before Income Tax Appellate Tribunal (ITAT), Mumbai against the said
order on February 12, 2024 and matter is pending.

Company has further received an Appellate order dated February 21,2024 from Commissioner of Income-
tax (Appeals), National Faceless Assessment Centre ('AO'), Delhi under section 250 of Income Tax Act,
1961 stating that the penalty of ? 412.98 lakh is hereby confirmed and the appeal has been dismissed.
The company has filed the appeal before Income Tax Appellate Tribunal (ITAT), Mumbai against the said
order.

Damages on PF/ESI

The Company has received a "No Dues" certificate from the Provident Fund (PF) authorities confirming
that there are no outstanding dues with respect to the principal payment of Provident Fund contributions.
Furthermore, the Company has duly deposited the applicable interest on PF contributions under Section
7Q of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952. As of March 31, 2022, a
total of ? 509.81 lakh has been deposited under this section, and no outstanding liability remains under
Section 7Q. The PF authorities have also issued a communication to the Board for Industrial and Financial
Reconstruction (BIFR) recommending waiver of damages arising from delays in PF contributions.
Pursuant to the payment of interest under Section 7Q, the Company filed an application in March 2022
requesting waiver of Damages on Provident Fund: ? 799.79 lakhs and Damages on Employees' State
Insurance Corporation (ESIC): ? 367.39 lakhs. These applications are currently under review, and the
matter remains pending before the relevant authorities.

State Government Liabilities

The Company has made a representation to the BIFR requesting waiver of interest, fines, and penalties
associated with these liabilities for the default period. An application was also submitted to the
Government of Gujarat (GoG) on January 11, 2011, in accordance with Government Resolution (GR)
dated July 15, 2010, which outlines reliefs and concessions available to sick industrial units. With regard to
liabilities arising from State Government dues i.e. Interest on Electricity Duty: ? 623.09 lakhs and Dues to
Surat Canal Division: ? 387.57 lakhs The GoG has provided its in-principal consent to the BIFR for
granting reliefs and concessions as per the aforementioned GR. The matter is currently under active
consideration by the appropriate authorities.

28. The balances of Sundry Debtors, Sundry Creditors, Bank balances and Loans & Advances are subject to
confirmation and are shown as appearing in the Account.

29. Income tax -

As per Management representation, provisions for Minimum Alternate Tax (MAT) are not applicable
because company has decided to opt for Section 115BAA of The Income Tax Act, 1961.

30. Borrowings -

The company has entered into a Debt Settlement Agreement dated March 08, 2025 with Bhavani Syntex
Limited, Ramsons Properties Private Limited and Unipat Rayon Limited, in respect of loans which were
availed under the Modified Draft Restructuring Scheme (MDRs) and which was overdue. Pursuant to the
said agreement, amount of ? 6,321.87 Lakhs has been settled.

Further, under the under the Modified Draft Restructuring Scheme (MDRS), the company had also availed
unsecured loans from various other lenders. The company has successfully negotiated and reached
settlement arrangements with the respective lenders. The completion of these settlement is expected
within the next financial year.

31. Segment reporting -

Entire operational activities in the textile segments are standstill since August 2008. The Company is
currently engaged in the business of Real Estate Development and activities connected and incidental
thereto. All operating segments' operating results are reviewed regularly by the Company's Managing
Director (MD) to make decisions about resources to be allocated to the segments and assess their
performance. On that basis, the Company has identified two reportable business segment for the purpose

32. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the
current year's classification / disclosure.

33. There are no amounts due and payable to Investors Education and Provident Fund as on the date of
Balance sheet.

34. The entire operational activities of the textile segment of the company are standstill since August 2008,
due to labour & other regulatory issues. Till date there are no plants or units in operation. However
company has started new business in real estate segment. Management does not expect any adverse
impact on its future cash flows and shall be able to continue as a going concern. The Company will
continue to monitor future economic conditions for any significant change. The internal financial control
over financial reporting, disclosure controls and risk assessment and minimization procedures are
maintained, continued and followed and there is no change in the same.

The Company's spend towards CSR does not involve any long term projects and accordingly, disclosure
requirements relating to ongoing projects is not applicable as at reporting dates. Also, there are no related
party transactions in CSR.

37. Financial Instruments - Fair value and Risk Management
(i) Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation
sale.

The following methods and assumptions were used to estimate the fair values:

1) Fair value of cash and short-term deposits, trade and other short term receivables, trade payables,
other current liabilities, short term loans from banks and other financial institutions approximate their
carrying amounts largely due to short term maturities of these instruments.

2) Financial instruments with fixed and variable interest rates are evaluated by the Company based on
parameters such as interest rates and individual credit worthiness of the counterparty. Based on this
evaluation, allowances are taken to account for expected losses of these receivables. Accordingly,
fair value of such instruments is not materially different from their carrying amounts.

The Financial Instruments are categorised in three level based on the inputs used to arrive at fair value
measurements as described below:-

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. (at cost)

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly.

Level 3: Inputs which are not based on observable market data

(ii) Financial risk management objectives and policies

The Company Financial risk management is an integral part of how to plan and execute its business
strategies. The company risk management policy is set by the Managing Board.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a
change in the price of a financial instrument. The value of a financial instrument may change as a result
of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes
that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial
instruments including investments and deposits, foreign currency receivables, payables and loans and
borrowings.

(a) Market Risk- Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate
because of changes in market interest rates. In order to optimize the company's position with regards to
interest income and interest expenses and to manage the interest rate risk, treasury performs a
comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and
floating rate financial instruments in its total portfolio.

(c) Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as
agreed. To manage this, the company periodically assess financial reliability of customer, taking into
account the financial condition, current economic trends, and analysis of historical bad debts and ageing
of accounts receivable. Individual risk limits are set accordingly.

The company considers the probability of default upon initial recognition of asset and whether there has
been a significant increase in credit risk on an ongoing basis through each reporting period. To assess
whether there is a significant increase in credit risk the company compares the risk of default occurring on
asset as at the reporting date with the risk of default as at the date of initial recognition. It considers
reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the
counterparty's ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the

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(d) Liquidity Risk

Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on
time, or at a reasonable price. The company's treasury department is responsible for liquidity, funding as
well as settlement management. In addition, processes and policies related such risk are overseen by
senior management. Management monitors the company's net liquidity position through rolling forecasts
on the basis of expected cash flows.

41. Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used
only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.

42. Previous year's figures are regrouped and rearranged wherever necessary.

43. Other Statutory Disclosures:

a. The Company does not have Lease liability and hence no reporting related to the same has been made.

b. There has been no revaluation to Property, Plant and Equipment's.

c. The Company does not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.

d. The Company holds all the title deeds of immovable property in its name.

e. The Company has not granted any loans or advances to promoter, director, KMP in nature of loan.

f. The Company is not declared willful defaulter by bank or financial institution or other lender.

g. The Company has not applied for any scheme of arrangement under Sections 230 to 237 of Companies
Act, 2013.

h. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

i. The Company have not traded or invested in Crypto Currency or Virtual Currency during the period/year.

j. The Company does not have any transaction not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961.

k. The Company has not advanced or loaned or invested funds to any other persons or entities, including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:

1. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company (Ultimate Beneficiaries) or

2. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

l. The Company has not received any fund from any persons or entities, including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

1. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party (Ultimate Beneficiaries) or

2. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

m. The Company does not have number of layer of Companies as prescribed under clause (87) of section 2 of
the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

The financial statements were approved by the Board of Directors on May 30, 2025.

As per our report of even date attached For and on behalf of the Board of Directors

The Baroda Rayon Corporation Limited

For Kansariwala &Chevli Damodarbhai Patel Viral Bhavani

Chartered Accountants Chairman & Managing Director Whole Time Director

Firm Registration No. 123689W DIN: 00056513 DIN: 02597320

A.H. Chevli Jugal Kishore Jakhotia Kunjal Desai

Partner Chief Financial Officer Company Secretary

Membership No. 038259 ACS: 40809

Place - Surat Place - Surat

Date - May 30, 2025 Date - May 30, 2025